Agreements Affecting Capital Stock and Indebtedness; Amendments to Material Contracts. (a) The Company shall not, and shall not permit any Subsidiary to, without the prior written consent of the Purchaser, (i) enter into any voting agreement, voting trust, irrevocable proxy or other agreement affecting the voting rights of shares of the Capital Stock of the Company (other than revocable proxies in connection with meetings of shareholders of the Company) or its Subsidiaries, except as contemplated by this Agreement or any Related Agreement; (ii) refinance, renew, replace, restructure or exchange any Existing Indebtedness (other than Existing Indebtedness incurred by a Special Purpose Entity in connection with any Securitization Transaction); or (iii) amend, supplement or otherwise modify, or waive, any term or provision of any agreement, instrument or other document evidencing or governing any Indebtedness of the Company or any of its Subsidiaries (including the RISRS Indenture, the PENS Indenture, any Stanwich Debt Documents or any other Subordinated Agreements). (b) The Company shall not, and shall not permit any Subsidiary to, cancel or terminate any Material Contract (or consent to or accept any cancellation or termination thereof), amend or otherwise modify any Material Contract or give any consent, waiver or approval thereunder, waive any breach of or default under any Material Contract, or take any action in connection with any Material Contract that would impair the value of the interests or rights of the Company thereunder or that would impair the interest or rights of the Purchaser hereunder or under this Agreement or any Related Agreement.
Appears in 1 contract
Samples: Securities Purchase Agreement (Levine Leichtman Capital Partners Ii Lp)
Agreements Affecting Capital Stock and Indebtedness; Amendments to Material Contracts. (a) The Company shall not, and shall not permit any Subsidiary of its Subsidiaries to, without the prior written consent of the Purchaser, (i) enter into any voting agreement, voting trust, irrevocable proxy or other agreement affecting the voting rights of shares of the Capital Stock of the Company (other than revocable proxies in connection with meetings of shareholders of the Company) or its Subsidiaries, except as contemplated by this Agreement or any Related Agreement; (ii) refinance, renew, replace, restructure or exchange any Existing Indebtedness (other than Existing Indebtedness incurred by a Special Purpose Entity in connection with any Securitization Transaction)Indebtedness; or (iii) amend, supplement or otherwise modify, or waive, any term or provision of any agreement, instrument or other document evidencing or governing any Indebtedness of the Company or any of its Subsidiaries (including including, without limitation, the RISRS Indenture, the PENS Indenture, any Stanwich Debt Documents or any other Subordinated Agreements).
(b) The Company shall not, and shall not permit any Subsidiary of its Subsidiaries to, cancel or terminate any Material Contract (or consent to or accept any cancellation or termination thereof), amend or otherwise modify any Material Contract or give any consent, waiver or approval thereunder, waive any breach of or default under any Material Contract, or take any action in connection with any Material Contract that would impair the value of the interests or rights of the Company thereunder or that would impair the interest or rights of the Purchaser hereunder or under this Agreement or any Related Agreement.
Appears in 1 contract
Samples: Securities Purchase Agreement (Levine Leichtman Capital Partners Ii Lp)
Agreements Affecting Capital Stock and Indebtedness; Amendments to Material Contracts. (a) The Company shall not, and shall not permit any Subsidiary of its Subsidiaries to, without the prior written consent of the Purchaser, (i) enter into any voting agreement, voting trust, irrevocable proxy or other agreement affecting the voting rights of shares of the Capital Stock of the Company (other than revocable proxies in connection with meetings of shareholders of the Company) or its Subsidiaries, except as contemplated by this Agreement or any Related Agreement; (ii) refinance, renew, replace, restructure or exchange any Existing Indebtedness (other than Existing Indebtedness incurred by a Special Purpose Entity in connection the replacement of the ESFR Agreement with any Securitization Transactionthe New Senior Credit Facility and the replacement or renewal of the two existing warehouse lines of credit); or (iii) amend, supplement or otherwise modify, or waive, any term or provision of any agreement, instrument or other document evidencing or governing any Indebtedness of the Company or any of its Subsidiaries (including including, without limitation, the ESFR Agreement, the Indebtedness under the Bank of America Facility, any other Senior Indebtedness, the RISRS Indenture, the PENS Indenture, any Stanwich Debt Documents Agreements or any other Subordinated Agreements).
(b) The Company shall not, and shall not permit any Subsidiary of its Subsidiaries to, cancel or terminate any Material Contract (or consent to or accept any cancellation or termination thereof), amend or otherwise modify any Material Contract or give any consent, waiver or approval thereunder, waive any breach of or default under any Material Contract, or take any action in connection with any Material Contract that would impair the value of the interests or rights of the Company thereunder or that would impair the interest or rights of the Purchaser hereunder or under this Agreement or any Related Agreement.
Appears in 1 contract
Samples: Securities Purchase Agreement (Levine Leichtman Capital Partners Ii Lp)
Agreements Affecting Capital Stock and Indebtedness; Amendments to Material Contracts. (a) The Company shall not, and shall not permit any Subsidiary of its Subsidiaries to, without the prior written consent of the Purchaser, (i) enter into any voting agreement, voting trust, irrevocable proxy or other agreement affecting the voting rights of shares of the Capital Stock of the Company (other than revocable proxies in connection with meetings of shareholders of the Company) or its Subsidiaries, except as contemplated by this Agreement or any Related Agreement; (ii) refinance, renew, replace, restructure or exchange any Existing Indebtedness (other than Existing Indebtedness incurred by a Special Purpose Entity in connection with any Securitization Transaction); or (iii) amend, supplement or otherwise modify, or waive, any term or provision of any agreement, instrument or other document evidencing or governing any Indebtedness of the Company or any of its Subsidiaries (including the RISRS Indenture, the PENS Indenture, any Stanwich Debt Documents or any other Subordinated Agreements).
(b) The Company shall not, and shall not permit any Subsidiary of its Subsidiaries to, cancel or terminate any Material Contract (or consent to or accept any cancellation or termination thereof), amend or otherwise modify any Material Contract or give any consent, waiver or approval thereunder, waive any breach of or default under any Material Contract, or take any action in connection with any Material Contract that would impair the value of the interests or rights of the Company thereunder or that would impair the interest or rights of the Purchaser hereunder or under this Agreement or any Related Agreement.
Appears in 1 contract
Samples: Securities Purchase Agreement (Consumer Portfolio Services Inc)
Agreements Affecting Capital Stock and Indebtedness; Amendments to Material Contracts. (a) The Company shall not, and shall not permit any Subsidiary to, without Without the prior written consent of the PurchaserLender, (i) enter into any voting agreement, voting trust, irrevocable proxy or other agreement affecting the voting rights of shares of the Capital Stock of the Company Borrower (other than revocable proxies in connection with meetings of shareholders of the CompanyBorrower) or its Subsidiaries, except as contemplated by this Loan Agreement or any Related AgreementLoan Instrument; (ii) refinance, renew, replace, restructure or exchange any Existing Indebtedness (other than Existing Indebtedness incurred by a Special Purpose Entity in connection with any Securitization Transaction)Indebtedness; or (iii) amend, supplement or otherwise modify, or waive, any term or provision of any agreement, instrument or other document evidencing or governing any Indebtedness of the Company Borrower or any of its Subsidiaries (including the RISRS Indenture, the PENS Indenture, any Stanwich Debt Documents or any other Subordinated Agreements)Subsidiaries.
(b) The Company shall not, and shall not permit any Subsidiary to, cancel Cancel or terminate any Material Contract (or consent to or accept any cancellation or termination thereof), amend or otherwise modify any Material Contract or give any consent, waiver or approval thereunder, waive any breach of or default under any Material Contract, or take any action in connection with any Material Contract that would impair the value of the interests or rights of the Company Obligor thereunder or that would impair the interest or rights of the Purchaser Lender hereunder or under this Loan Agreement or any Related AgreementLoan Instrument.
Appears in 1 contract
Samples: Senior Loan Agreement (Centennial Sepcialty Foods Corp)